Questions About Filing
A Certificate Of Authority?...

Certificate of

What is a Certificate of Authority?

The first type Certificate of Authority is one that is issued by a Secretary of State which authorizes a business foreign to the state the authority to do business within that state. Other more common phrases for this is a ìCertificate of Authority to Transact Businessî or ìForeign Qualificationî


How to File a Certificate of Authority

††††††††††††††† †††† Click Here To File A Certificate Of Authority In Any State


An application by a Foreign Corporation for a Certificate of Authority To Transact Business in the state must be prepared and filed. The following information is required on most applications.



1. The name of the corporation

2. Type of corporation - general business corporation, professional corporation, Limited Liability Company

3. The state or country of its origin.

3. The date of its formation or incorporation and its duration

4. The address of the principal office of the Corporation / LLC

5. The address of the proposed registered office / Agent within the state. All states mandate the business to have a registered Agent within the state to serve law suites or to communicate official correspondence to

6. The name and usual business address of the corporation's directors (if the corporation has no

††† directors, then the name and address of the persons who are exercising the statutory authority of the

††† directors on behalf of the corporation) and principal officers:

7. The aggregate number of shares which the corporation has authority to issue, itemized by classes

††† and series, if any, within a class:

8. Unless a delayed date is specified, in most states application shall be effective when accepted for filing by the Secretary of State


The completed application along with the appropriate filing fee and a Certificate of Good Standing or Certificate of Existence from the state of origin must be forwarded to the Secretary of State in the state were the authority to transact business is desired. The attach Certificate of Good Standing / Existence duly authenticated by the official having custody of the corporate records in the state or country under whose law the corporation is incorporated. Most state will not accept this certificate if it is more than 60 days old.

Samples of Certificates of Authority

Virginia Certificate of Authority

California Certificate of Authority

Florida Certificate of Authority

North Carolina Certificate of Authority

New York Certificate of Authority

New Jersey Certificate of Authority

Utah Certificate of Authority

Texas Certificate of Authority

South Carolina Certificate of Authority

Rhode Island Certificate of Authority

Pennsylvania Certificate of Authority

Ohio Certificate of Authority

Nevada Certificate of Authority

New Hampshire Certificate of Authority

Michigan Certificate of Authority

Indiana Certificate of Authority

Illinois Certificate of Authority

Hawaii Certificate of Authority

Alabama Certificate of Authority

Alaska Certificate of Authority

Certificate of Authority File Online

A corporation or limited liability company is domestic to the state where it was formed. However, if you decide to open up an office in another state, with the express intent to transact business there, you might be required to obtain a Certificate of Authority. Without it, your business may be subject to fines and legal action by the state in which you would be illegally transacting business. In addition, you may forfeit many of your legal rights if you are not qualified to do business in that other state. If a Certificate of Authority is filed, the corporation or LLC is subject to taxes and annual report fees in both the state of formation and any states where the corporation or LLC is qualified.

In some states, Certificates of Authority are also known as Foreign Qualifications.

As always if you have specific questions regarding your business, and whether your company may need to qualify in another state, please contact an attorney or accountant. HUBCO cannot provide legal advice.

Certificate of Authority / Foreign Qualification Service
Foreign qualification service includes:

  • Name availability check in the state of qualification
  • Obtaining a Certificate of Good Standing / Existence for your business from the state of formation, which must be provided with your Certificate of Authority filing
  • Preparation and filing of the Certificate of Authority.
  • Payment of initial state filing fees
  • Registered agent service if required

††††††††††††††† If you have any additional questions, you can reach us at 1-800-443-8177.

Certificate Authority (CA) / SSL Certificates

The second major type is called a Certificate Authority (CA). This is a third party that issues digital certificates to online internet businesses for the security of ecommerce. The purpose of the Certificate Authority is to verify and give assurance to the user that anyone exchanging personal information such as name, address, social security, credit card, bank account and any other sensitive information transmitted in an encrypted form between the user and operator of the website. The digital certificate acts as a positive indicator that your transactions with the website are in a secure, encrypted fashion. Without this technology there would be very little trust with the public at large when using web sites in purchasing products and services.

The business who orders the Certificate Authority is required to be verified by supplying its name, address, phone, other business records such as proof ofexistence of its corporation or limited liability company. Upon satisfaction that the applicant is a legitimate business enterprise the Certificate Authority issues a digital certificate that binds the ID and public encryption key to the website's secure server. When a customer connects to the secure server, the digital certificate issued by the Certificate Authority will be passed to the customer's browser. The browser checks it to make sure it's in order before accepting the encrypted session.